Healthcare AI Acquisition Corp. *

Healthcare AI Acquisition Corp. *

Nov 19, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: Leading Group Limited

ENTERPRISE VALUE: $531 million
ANTICIPATED SYMBOL: tbd

Healthcare AI Acquisition Corp. proposes to combine with Leading Group Limited.

LEADING is an insurance channel specialist operating in the China insurance services segment. LEADING’s online insurance brokerage service supplemented with integrated marketing services helps insurance carriers target and acquire customers at greater scale which results in increased premium sales. LEADING’s value proposition also provides channel partners the ability to expand their value proposition whilst providing professional risk management for individual and corporate policyholders.


EXTENSION – 11/27/24 – LINK

  • The SPAC approved the extension from December 14, 2024 to May 14, 2025.
    • 192,664 shares were redeemed.
    • $0.033/share per month will be deposited into the trust account.

TRANSACTION

  • The Proposed Transaction values LEADING at approximately US$430 million.
  • HAIA and LEADING intend to raise an additional private placement financing of $50 million.
  • The Proposed Transaction, which has been unanimously approved by the boards of directors of both LEADING and HAIA, is expected to be completed in the fourth quarter of 2024

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SPAC FUNDING

  • HAIA and LEADING intend to raise an additional private placement financing of $50 million.

LOCK-UP

  • Company and Sponsor
    • One year from the Closing Date.

NOTABLE CONDITIONS TO CLOSING

  • There is no minimum cash closing condition.

NOTABLE CONDITIONS TO TERMINATION

  • If the Closing has not occurred on or before June 14, 2025 (the “Outside Date”)
  • Termination Fee
    • HAIA shall pay and reimburse all Company Transaction Expenses, and pay or cause to be paid a termination fee equal to $4,000,000 to the Company

ADVISORS

  • Company
    • Hogan Lovells is serving as international legal advisor.
    • Jincheng Tongda & Neal Law Firm is serving as the PRC legal counsel.
    • Harney Westwood & Riegels is serving as Cayman Islands legal advisor.
  • SPAC
    • Loeb & Loeb LLP is serving as legal counsel.
    • King & Wood Mallesons is serving as the PRC legal counsel.
    • Maples and Calder (Hong Kong) LLP is serving as Cayman Islands legal advisor.

EXTENSION – 8/17/23 – LINK

  • The SPAC approved the extension from August 14, 2023 to December 14, 2024.
    • 1,146,276 shares were redeemed for $10.73 per share.
    • No contribution will be deposited into the trust account.

SUBSEQUENT EVENT – 8/8/23 – LINK

  • The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 150,000 shares
    • The Sponsor will transfer 80,000 ordinary shares to the non-redeeming shareholders

EXTENSION – 6/14/23 – LINK

  • The SPAC approved the extension from June 14, 2023 to June 14, 2024.
    • 19,824,274 shares were redeemed for $10.54 per share.
    • $50K per month will be deposited into the trust account.

MANAGEMENT & BOARD


Executive Officers

Simon Cottle, 45
Chief Executive Officer and Chairman

Mr. Cottle is a founding partner at Stanley Capital and a board member of Noden Pharma. He has led eight private equity investments, with an attributable track record of 3.2x MOIC / 40% IRR. Mr. Cottle originated and co-led his first independent pharmaceutical buyout deal, Essential Pharma, in December 2019 in a partnership with Gyrus Capital and his second one with the current Stanley team, Noden Pharma, in September 2020. Previously, Mr. Cottle was a managing director at Ardian where he led the UK large cap buyout team and was a member of the firm’s investment committee. In 2016 he invested in Envision Pharma, a Med Affairs services and software company which facilitates the communication of the results of clinical research to stakeholders in a clinical trial, and which subsequently sold to GHO in 2020 realizing a 2.8x project MOIC. Prior to that Mr. Cottle was a director at Hg Capital where he was the fastest promote in his class, and was named in the top 40 under 40 private equity practitioners in Europe in the inaugural Financial News awards in 2013. Prior to investing, Mr. Cottle was an investment banker focusing on Natural Resources and Healthcare at Deutsche Bank, an equity capital markets specialist at Citigroup and a management consultant focused on Healthcare and Technology at Arthur D Little. Mr. Cottle was an IBM university scholar in computer programming and technology consulting prior to and during his time at Oxford University. Mr. Cottle was an Olympic oarsman in the Athens Olympic Games in 2004. He holds an MBA from INSEAD and MA from Oxford University where he was a Richard Blackwell Scholar and Oriel College prize winner in 1997 and 1998.


Patrick Hargutt, 35
Chief Financial Officer and Director

Mr. Hargutt is a founding partner at Stanley Capital, and a board member of Noden Pharma. He is a private equity and special situations investor with a strong track record across both public and private equity and debt transactions. Prior to Stanley Capital, Mr. Hargutt was an investor at Centerbridge Partners and Monarch Alternative Capital. He started his career as an investment banker at JP Morgan. Over the course of his career he has taken on significant board responsibilities and executed on successful platform buy and builds across various sectors. Mr. Hargutt holds a Masters in Mathematics summa cum laude from the Technical University Munich, and is the author of “A Fractional Heath-Jarrow-Morton Approach for Interest Rate Markets”, published whilst on a postgraduate research scholarship at Imperial College London.



Board of Directors

James Brooks, 43
Director

Mr. Brooks is a founding corporate partner at Stanley Capital and a board observer at Noden Pharma. He is a proven private equity investor and c-suite executive leader with a strong track record in transformative value creation in energy and technology-related sectors. Mr. Brooks is a Special Advisor to Shell for energy transition execution strategies. Until September 2021 he was on the leadership team of Shell New Energies where he was responsible for strategy and portfolio management. From 2016 to 2020, Mr. Brooks co-led the rapid growth of Lightsource BP, becoming a global leader in the renewable energy sector. In that same period, he founded, raised and co-led Eversource Capital, as managing partner, one of the world’s largest sustainable resource private equity funds, completing investments across utility scale and distributed energy, mobility, water and waste management sectors. Previously, he had an extensive career in private equity across the energy, industrials, telecommunication and technology sectors including as co-head of EMEA Energy as well as UK & Ireland Investing for Goldman Sachs’ Merchant Banking Division and roles at both First Reserve and Advent International. Mr. Brooks holds a Masters and BA degree in Physics from the University of Oxford.


Greg Caswill, 69
Director Nominee

Mr. Caswill serves as the current chairman and co-founder of Envision Pharma Group, a leading provider of scientific data communication services and technology solutions to biopharmaceutical and medical devices companies. He has more than 30 years of experience in pharmaceutical services outsourcing notably as a former founder member and finance director of a specialist medical communications agency. He has participated as owner / investor in numerous diverse industry start-ups, mainly in service-related businesses, and has driven multiple successful exits. Mr. Caswill has gained extensive international experience largely in the US and Europe, and is a chartered accountant in the United Kingdom by background.


Xavier Flinois, 58
Director Nominee

Mr. Flinois serves as Founder and CEO of Houat Invest, an investment consultancy. He is also a Director of Actigraph, a provider of wearable technology solutions for clinical research. Prior to this, Mr. Flinois was the President of Parexel Informatics (now Calyx), one of the leading technology providers to the biopharmaceutical and medical industry for the development and commercialization of new medical therapies. He served as a member of the Management Board and Director of publicly listed Schlumberger, the largest Oilfield Services company worldwide and of Atos a leading European IT Services provider. Mr Flinois is a former CEO of Clinical Solutions, a UK-based provider of cloud-based clinical decision support systems for the urgent and pandemic healthcare markets. Additionally, Mr.Flinois was previously a director at UK engineering and electronics manufacturer Data Marine Systems and at AtosEuronext Market Solutions, a joint-venture between Atos and EuroNext in the financial technology sector. Mr. Flinois was recognized as one of the 2016 ComputerWorld Premier 100 Technology Leaders and one of the 2018 PharmaVoice 100 most inspiring people in the life Science Industry. Mr Flinois received a Masters in Engineering from the Ecole Nationale des Ponts et Chaussées in 1988 and an Masters in Science from Ecole Polytechnique in 1985.


Robert Piconi, 50
Director Nominee

Mr. Piconi serves as the CEO, co-founder and shareholder of renewable energy startup Energy Vault, Inc. He is also the chairman of medical devices company Chronos Imaging LLC, a partner and manager of Lugano-based wine, spirit and sustainable food companies ExPro Experience GmbH and Chronos Wine Cellar SA, and a shareholder and operating advisor of Boston-based buy-out fund Union Park Capital. Mr. Piconi has over 25 years of experience in executive roles in diverse industries, including CEO and managing director of medical equipment service group MESA Group Holdings GmbH and the Founder and Group CEO of Pantheon Healthcare, now branded as Althea Group. Prior to this, Mr. Piconi was an executive operator, entrepreneur, and investor with a primary sector focus in Healthcare (diagnostic medical devices, radiology, and clinical services), Network Telecommunications and Sustainability (diversified energy, utility scale renewable energy storage). In August 2014, he founded and acted as CEO of the leading healthcare technology management business Pantheon Healthcare, demonstrating a strong track record of value creation and successful exits. A couple of years earlier, he joined the US based diagnostic imaging device, science and technology conglomerate Danaher Corporation (NYSE: DHR) as president and group executive of the network management and security platform (Communications Group).  From 2008-2011, he was president, managing director and CEO of a medical device equipment and service portfolio company of Boston-based private equity firm Berkshire Partners LLC.  Mr. Piconi began his career at Amoco and British Petroleum from 1992-1999, followed by executive leadership roles within the Network Telecommunications sector at Bell Labs Lucent Technologies (now Nokia) and UK based Spirent Communications. In 2020, he was one of 15 global leaders named by the World Economic Forum as “SDG Champion” for his work advancing sustainability, decarbonization and the circular economy. Mr. Piconi received his graduate degree and MBA from Northwestern University (Kellogg School of Management) in June 2000 and undergraduate degree BBA in Finance and Italian Renaissance Literature from the University of Notre Dame in May 1992.


Elizabeth Weymouth, 53
Director Nominee

Ms. Weymouth is the Founder, Managing Partner and Chair of the Investment Committee member at Grafine Partners, LP, a boutique alternative asset management firm, and an independent director of Queen’s Gambit Growth Capital. Prior to founding Grafine Partners, LP in 2018, Ms. Weymouth served as a Partner at Riverstone Holdings LLC, a private investment firm focused on growth capital investments in the energy industry, from 2007 to 2017, where Ms. Weymouth helped to institutionalize the firm and secured $27 billion of capital from global sources. Before joining Riverstone Holdings LLC, Ms. Weymouth was at J.P. Morgan serving in a variety of roles from 1994 to 2007, including serving as Managing Director at J.P. Morgan Private Bank and Head of Investments for the U.S. Northeast region, as well as serving on the Global Investment Leadership Team and Fiduciary Oversight Committee. Ms. Weymouth additionally served as a member of the firm’s Senior Women’s Leadership Forum and Mentoring Committee. Earlier in her career, Ms. Weymouth worked in London for Willis Corroon, PLC as an Associate in the Oil and Gas Division, negotiating insurance coverage for Fortune 50 energy companies with underwriters. Ms. Weymouth additionally served as Chair of the board of trustees of the University of Virginia Darden School of Business from 2016 to 2019, where she served as the first female chair in their history. Ms. Weymouth earned a B.A. from the University of Virginia and her M.B.A. from the Darden Graduate School of Business.